William Wright Crouch - May 14, 2021 Form 4 Insider Report for FLIR SYSTEMS INC (FLIR)

Role: Director
Signature: /s/ Sonia Galindo, Attorney-in-fact for William Wright Crouch
Stock symbol: FLIR
Transactions as of: May 14, 2021
Transactions value $: -$681,520
Form type: 4
Date filed: 5/14/2021, 11:04 AM
Previous filing: May 12, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLIR	Common Stock	Disposed to Issuer	-$580K	-20.7K	-91.96%	$28.00	1.81K	May 14, 2021	Direct	F1
transaction	FLIR	Common Stock	Disposed to Issuer	-$101K	-1.81K	-100%	$56.00	0	May 14, 2021	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William Wright Crouch is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC, and FLIR Systems, Inc. ("FLIR"), Merger Sub I was merged with and into FLIR on May 14, 2021, with FLIR surviving, and immediately thereafter Merger Sub II was merged with and into FLIR, with Merger Sub II surviving. In connection therewith, each share of FLIR common stock outstanding immediately prior to the effective time of the merger of Merger Sub I with and into FLIR (the "Effective Time") was converted into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock, with any fractional shares to be paid in cash. The amount shown above represents the gross cash payment, but the actual payment will be less any applicable withholding for taxes.
F2	Pursuant to the Merger Agreement, each FLIR restricted stock unit, including performance-based restricted stock units that were earned but subject to service-based vesting ("FLIR RSU") outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR common stock subject to such FLIR RSU.

Content

Pursuant to the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC, and FLIR Systems, Inc. ("FLIR"), Merger Sub I was merged with and into FLIR on May 14, 2021, with FLIR surviving, and immediately thereafter Merger Sub II was merged with and into FLIR, with Merger Sub II surviving. In connection therewith, each share of FLIR common stock outstanding immediately prior to the effective time of the merger of Merger Sub I with and into FLIR (the "Effective Time") was converted into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock, with any fractional shares to be paid in cash. The amount shown above represents the gross cash payment, but the actual payment will be less any applicable withholding for taxes.

Pursuant to the Merger Agreement, each FLIR restricted stock unit, including performance-based restricted stock units that were earned but subject to service-based vesting ("FLIR RSU") outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR common stock subject to such FLIR RSU.